SEC Form 4
FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL |
OMB Number: |
3235-0287 |
Estimated average burden |
hours per response: |
0.5 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
C/O BOREALIS FOODS, INC. |
1540 CORNWALL RD. #104 |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Borealis Foods Inc.
[ BRLS ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year) 02/07/2024
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
Amount |
(A) or (D) |
Price |
Class A Common Shares |
02/07/2024 |
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C
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1,912,500 |
A |
$0
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3,412,500 |
D |
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Class A Common Shares |
02/07/2024 |
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C
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2,189,977 |
A |
$0
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5,602,477 |
D |
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Class A Common Shares |
02/07/2024 |
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J
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200,000 |
D |
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5,402,477 |
D |
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Class A Common Shares |
02/07/2024 |
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J
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50,000 |
D |
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5,352,477 |
D |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Class B ordinary shares |
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02/07/2024 |
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D |
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750,000 |
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Class A Common Shares |
750,000 |
$0
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1,912,500 |
D |
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Class B ordinary shares |
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02/07/2024 |
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C |
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1,912,500 |
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Class A Common Shares |
1,912,500 |
$0
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0 |
D |
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Explanation of Responses: |
Remarks: |
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/s/ Yuta N. Delarck, Attorney-in-Fact |
02/09/2024 |
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** Signature of Reporting Person |
Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v). |
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Exhibit 24.1
Power
of Attorney
KNOW
ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each and any of Alan I. Annex, Jason T. Simon, Yuta N. Delarck,
and Yangyang Jia its true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for it and in its
name, place and stead, in any and all capacities (until revoked in writing) to:
1. Sign
any and all instruments, certificates and documents appropriate or required to be executed on behalf of the undersigned pursuant to sections
13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated
thereunder (including, without limitation, any Joint Filing Agreement with respect thereto), and to file the same, with all exhibits
thereto, and any other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”), and with
any other entity when and if such is mandated by the Exchange Act or by the Bylaws of the Financial Industry Regulatory Authority;
2. prepare,
execute, acknowledge, deliver and file a Form ID (including any amendments or authentications thereto) with respect to obtaining EDGAR
codes, with the SEC;
3. seek
or obtain, as the representative of the undersigned and on behalf of the undersigned, information on transactions in securities, from
any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such
person to release any such information to such attorneys-in-fact and the undersigned approves and ratifies any such release of information;
and
4. perform
any and all other acts which in the discretion of such attorneys-in-fact are necessary or desirable for and on behalf of the undersigned
in connection with the foregoing.
The
undersigned acknowledges that:
1. this
Power of Attorney authorizes, but does not require, such attorneys-in-fact to act in their discretion on information provided to such
attorneys-in-fact without independent verification of such information;
2. any
documents prepared and/or executed by such attorneys-in-fact on behalf of any of the undersigned pursuant to this Power of Attorney will
be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary
or desirable;
3. the
attorneys-in-fact do not assume (a) any liability for responsibility to comply with the requirements of the Exchange Act for any of the
undersigned, (b) any liability for any failure to comply with such requirements for any of the undersigned, or (c) any obligation or
liability for profit disgorgement under Section 16(b) of the Exchange Act for any of the undersigned; and
4. this
Power of Attorney does not relieve any of the undersigned from responsibility for compliance with the undersigned’s obligations
under the Exchange Act, including without limitation the reporting requirements under Sections 13 and 16 of the Exchange Act.
The
undersigned hereby gives and grants the foregoing attorneys-in-fact full power and authority to do and perform all and every act and
thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes
as the undersigned might or could do if present, with full power of substitution and revocation, hereby ratifying all that such attorney-in-fact,
or such attorney-in-fact’s substitute or substitutes, of, for and on behalf of the undersigned, shall lawfully do or cause to be
done by virtue of this Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by the undersigned
in a signed writing delivered to such attorneys-in-fact.
[Signature
page follows]
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 24th day of August, 2021.
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Oxus capital pte. ltd |
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By: |
/s/ Wee Sung Cheng |
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Name: |
Wee Sung Cheng |
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Title: |
Director |
[Signature Page to Power of Attorney]
Exhibit 24.1
Power
of Attorney
KNOW
ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each and any of Alan I. Annex, Jason T. Simon, Yuta N. Delarck,
and Yangyang Jia its true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for it and in its
name, place and stead, in any and all capacities (until revoked in writing) to:
1. Sign
any and all instruments, certificates and documents appropriate or required to be executed on behalf of the undersigned pursuant to sections
13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated
thereunder (including, without limitation, any Joint Filing Agreement with respect thereto), and to file the same, with all exhibits
thereto, and any other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”), and with
any other entity when and if such is mandated by the Exchange Act or by the Bylaws of the Financial Industry Regulatory Authority;
2. prepare,
execute, acknowledge, deliver and file a Form ID (including any amendments or authentications thereto) with respect to obtaining EDGAR
codes, with the SEC;
3. seek
or obtain, as the representative of the undersigned and on behalf of the undersigned, information on transactions in securities, from
any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such
person to release any such information to such attorneys-in-fact and the undersigned approves and ratifies any such release of information;
and
4. perform
any and all other acts which in the discretion of such attorneys-in-fact are necessary or desirable for and on behalf of the undersigned
in connection with the foregoing.
The
undersigned acknowledges that:
1. this
Power of Attorney authorizes, but does not require, such attorneys-in-fact to act in their discretion on information provided to such
attorneys-in-fact without independent verification of such information;
2. any
documents prepared and/or executed by such attorneys-in-fact on behalf of any of the undersigned pursuant to this Power of Attorney will
be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary
or desirable;
3. the
attorneys-in-fact do not assume (a) any liability for responsibility to comply with the requirements of the Exchange Act for any of the
undersigned, (b) any liability for any failure to comply with such requirements for any of the undersigned, or (c) any obligation or
liability for profit disgorgement under Section 16(b) of the Exchange Act for any of the undersigned; and
4. this
Power of Attorney does not relieve any of the undersigned from responsibility for compliance with the undersigned’s obligations
under the Exchange Act, including without limitation the reporting requirements under Sections 13 and 16 of the Exchange Act.
The
undersigned hereby gives and grants the foregoing attorneys-in-fact full power and authority to do and perform all and every act and
thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes
as the undersigned might or could do if present, with full power of substitution and revocation, hereby ratifying all that such attorney-in-fact,
or such attorney-in-fact’s substitute or substitutes, of, for and on behalf of the undersigned, shall lawfully do or cause to be
done by virtue of this Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by the undersigned
in a signed writing delivered to such attorneys-in-fact.
[Signature
page follows]
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 24th day of August, 2021.
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Oxus capital pte. ltd |
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By: |
/s/ Wee Sung Cheng |
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Name: |
Wee Sung Cheng |
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Title: |
Director |
[Signature Page to Power of Attorney]
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